REG - Ellucian Tribal Group PLC - Offer for Tribal Group plc

TribalAnnouncement

05/10/2023 18:30

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RNS Number : 8947O  Ellucian  05 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

5 October 2023

RECOMMENDED CASH OFFER

for

Tribal Group plc

by

Tiger Bidco 1 Ltd

(a newly formed company indirectly owned by Ellucian Company L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Summary

·    The boards of directors of Tiger Bidco 1 Ltd ("Bidco") and Tribal
Group plc ("Tribal") are pleased to announce that they have reached agreement
on the terms and conditions of a recommended all cash offer by Bidco for the
entire issued, and to be issued, ordinary share capital of Tribal. It is
intended that the Acquisition will be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the 2006 Act.

·    Under the terms of the Acquisition, each Tribal Shareholder will be
entitled to receive:

for each Tribal Share: 74 pence in cash

·    The Acquisition price per Tribal Share represents a premium of
approximately:

·    69.61 per cent. to the volume-weighted average price of 43.63 pence
per Tribal Share for the three-month period ended 5 October 2023 (as at close
of the AIM market operated by the London Stock Exchange on the date of this
announcement);

·    80.37 per cent. to the volume-weighted average price of 41.03 pence
per Tribal Share for the six-month period ended 5 October 2023 (as at close of
the AIM market operated by the London Stock Exchange on the date of this
announcement); and

·    41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share
on 5 October 2023 (as at close of the AIM market operated by the London Stock
Exchange on the date of this announcement).

·    The Acquisition values Tribal's entire issued, and to be issued,
ordinary share capital at approximately £159,465,707 on a fully diluted basis
and implies an enterprise value of £172,345,707.

·    If the Acquisition does not become Effective on or before 31 December
2023, Ellucian and Tribal have agreed that Tribal shall be entitled to
announce, declare and pay a one-off dividend of up to 0.65 pence per Tribal
Share to Tribal Shareholders with no reduction in the consideration payable
under the terms of the Acquisition (the "Permitted Dividend").

·    If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the Tribal Shares (other than the Permitted
Dividend), Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition for the Tribal Shares by an amount up to the
aggregate amount of such dividend and/or distribution and/or other return of
capital or value, in which case any reference in this announcement to the
consideration payable under the terms of the Acquisition will be deemed to be
a reference to the consideration as so reduced. Any exercise by Bidco of its
rights referred to in this paragraph shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme or the Acquisition. In such
circumstances, Tribal Shareholders would be entitled to retain any such
dividend, distribution and/or other return of capital or value.

·    The Acquisition is subject to the satisfaction or, where applicable,
waiver of the Conditions. The Conditions include, amongst others:

·    the CMA has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, responded in writing to a briefing paper that it has
no further questions in relation to the Acquisition (and has not opened an
inquiry or indicated in writing that it is still investigating whether to open
an enquiry) or, if a Phase 1 merger investigation has been opened, issued a
decision not to make a Phase 2 CMA Reference (or the applicable time period
for the CMA to issue such a decision has expired without it having done so and
without it having made a Phase 2 CMA Reference) or issued a decision to accept
undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco
and Tribal; and

·    the ACCC has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, notified Bidco in writing that it does not propose to
conduct a public review in respect of the Acquisition or given notice in
writing stating or stating to the effect that it does not propose to intervene
or seek to prevent the Acquisition whether on an unconditional basis or
conditional on the ACCC's acceptance of undertakings which are satisfactory to
Bidco and Tribal.

Recommendation

·    The Tribal Directors, who have been so advised by William Blair as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its advice, William Blair has taken
into account the commercial assessments of the Tribal Directors. William Blair
is providing independent financial advice to the Tribal Directors for the
purposes of Rule 3 of the Takeover Code.

·    Accordingly, the Tribal Directors intend to recommend unanimously
that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting as the Tribal Directors
who hold Tribal Shares have irrevocably undertaken to do in respect of their
own beneficial holdings totalling 8,349,464 Tribal Shares (representing
approximately 3.93 per cent. of the existing issued ordinary share capital of
Tribal) as at close of the AIM market operated by the London Stock Exchange on
the date of this announcement. Further details of these undertakings,
including the circumstances in which they cease to be binding, are set out in
Appendix 3 to this announcement.

Background to and reasons for the Acquisition

·    Ellucian believes that the Acquisition of Tribal offers an exciting
opportunity for Ellucian to combine with an attractive enterprise resource
planning ("ERP") and customer relationship management ("CRM") software and
services provider to tertiary education institutions and will deliver benefits
to Ellucian's and Tribal's customers and employees. The Acquisition enables
Ellucian to pursue its core strategy of investing in attractive markets, with
Tribal providing access to the large and important UK and South East Asian
educational markets. Tribal's platform is also designed around the academic
model and education system of the UK, providing competitive advantage across
several international geographies.

·    Ellucian recognises the progress Tribal has taken over the years on
its journey to transform and develop from an on-premises business into a cloud
business and views this as an opportunity to acquire a diverse and attractive
suite of software and services across complementary geographies, which will
expand the options available to both Ellucian and Tribal's customer base.
Ellucian believes that the research and development efforts of the combined
business will lead to enhanced product innovation and a broader set of modern
technology solutions for its customers, and that together the businesses would
provide improved product and support services to both sets of customers.

·    Ellucian believes that Tribal's strategy to deliver tertiary
education institutions and public bodies with modern solutions and tools they
need to succeed aligns well with Ellucian's strategy to become an innovative
global tertiary education technology solutions provider and a combination
between Ellucian and Tribal would be highly complementary. The combination is
expected to create a sophisticated international provider of innovative
technologies which enables institutions to deliver an exceptional student
experience while servicing a broad range of educational institutions across
the major North American and European markets as well as the rest of the
world.

·    Ellucian intends to enhance Tribal's platform capabilities with
modern solutions and deeper functionality whilst continuing to support
existing solutions. As part of a larger privately held company, Ellucian
expects Tribal to accelerate its transformation and deliver more value to its
customers. Ellucian can leverage its extensive global network, resources, and
experience to help management, employees and the company achieve its
potential.

·    In summary, Ellucian believes that Tribal is a business in clear
alignment with Ellucian's strategy, purpose and values, and the Acquisition is
an exciting opportunity to expand and enhance the solutions and services
offered to the tertiary education community.

Background to and reasons for the recommendation

·    The Tribal Directors remain confident in the standalone prospects of
Tribal and are pleased with the substantive progress made over the last few
years across its strategic priorities. The strong delivery against strategic
and operational initiatives has seen Tribal deliver robust financial and
operational performance in recent years, growth in its customer base and
continued innovation and enhancement of its product offering. The demand from
tertiary education institutions for migrating ERP and CRM solutions to the
cloud continues to grow, and Tribal is well-positioned and effective at
delivering these solutions to its customer base while maintaining strong net
retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the
Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge
offerings grew by 29%. As a result, the Tribal Directors are confident in the
future prospects of Tribal to continue to grow and deliver value to all
stakeholders.

·    Whilst the Tribal Directors consider the standalone prospects for
Tribal to be strong, there are clear and compelling benefits for the business
presented by the Acquisition and the Tribal Directors have determined that the
offer reflects a fair valuation for the business.

·    The combination of Ellucian and Tribal will create a sophisticated
international provider of innovative technologies for tertiary education
systems and public bodies, servicing a robust set of educational institutions
across North America, Europe, South America, Asia, the Middle East and Africa.
The benefits of the Acquisition are expected to include:

·    an enhanced platform providing modern solutions which will ensure
that Tribal customers receive the benefit of broader and deeper functionality,
and continued support for existing solutions;

·    improved product and support services in the UK, which will enhance
the customer experience for both Tribal and Ellucian customers; and

·    strong employee base with in-demand skills that will enhance the
product development efforts of the combined business.

·    In considering the Acquisition, the Tribal Directors have given due
consideration to Ellucian's intentions in relation to management, employees
and customers of the Tribal Group as set out in this announcement.

·    The Tribal Directors recognise that, following the Acquisition
becoming Effective, Ellucian will work with Tribal's senior management to
undertake a detailed Evaluation (as defined below) to review Tribal's clients
and products, roles and responsibilities of its employees, operating locations
and management incentivisation arrangements. It welcomes Ellucian's intentions
with respect to the future operations of the business and its employees as
part of a larger business, as set out in this announcement, in particular
Ellucian's confirmation that it does not have any intention of making material
changes to the conditions of employment or to the balance of the skills and
functions of Tribal's employees or management. The Tribal Directors
acknowledge that, without prejudice to the foregoing, Ellucian intends to make
certain non-material changes in order to align the terms and conditions of
employment of Tribal's management and employees with those of Ellucian
personnel, to the extent appropriate and permitted by applicable law, and that
Ellucian intends to fully safeguard the existing statutory employment rights
of all of Tribal's management and employees.

·    The Tribal Directors acknowledge that, following the Evaluation,
Ellucian may re-allocate certain employees across functions of the combined
business and reduce headcount in certain overlapping functions. The Tribal
Directors expect that this reallocation process and any headcount reductions
that might occur will be carried out in accordance with applicable law.

·    The Tribal Directors are encouraged by Ellucian's recognition of
Tribal's heritage and established, international client base and the value it
attaches to Tribal's existing client relationships. It welcomes Ellucian's
intentions with respect to maintaining support for Tribal's existing offering
to its clients, in particular SITS, Callista, Ebs and Maytas, in addition to
expanding the range of solutions and partner ecosystem available for Tribal
clients.

·    The Tribal Directors believe that the Acquisition represents an
opportunity which results in a positive outcome for all its stakeholders,
including customers, employees and shareholders.

·    Accordingly, and having considered all of its strategic options in
coming to its decision, the Tribal Directors intend to unanimously recommend
the offer to Tribal Shareholders.

Irrevocable undertakings and letters of intent to vote in favour of the
Acquisition

·    Bidco has received irrevocable undertakings from the Tribal Directors
who hold Tribal Shares to vote in favour of the resolutions relating to the
Scheme and the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer), in respect of, in aggregate, 8,349,464 Tribal Shares
(representing approximately 3.93 per cent. of the existing issued ordinary
share capital of Tribal) as at close of the AIM market operated by the London
Stock Exchange on the date of this announcement. The undertakings will remain
binding in the event that a higher competing offer for Tribal is made.

·    Bidco has also received irrevocable undertakings to vote in favour of
the resolutions relating to the Scheme and the Acquisition at the Meetings (or
in the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) from Oryx International Growth, LF Gresham
House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of
30,000,000 Tribal Shares in total (representing in aggregate approximately
14.14% per cent. of the existing issued ordinary share capital of Tribal) as
at close of the AIM market operated by the London Stock Exchange on the date
of this announcement.

·    In addition, Bidco has received non-binding, revocable letters of
intent to vote in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of, in aggregate, 57,895,619 Tribal Shares (representing approximately
27.28 per cent. of the existing issued ordinary share capital of Tribal) as at
close of the AIM market operated by the London Stock Exchange on the date of
this announcement.

·    In total therefore, Bidco has procured irrevocable undertakings and
non-binding, revocable letters of intent to vote in favour of the resolutions
relating to the Scheme and the Acquisition at the Meetings (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal
Shares (representing approximately 45.35% per cent. of the existing issued
ordinary share capital of Tribal) as at close of the AIM market operated by
the London Stock Exchange on the date of this announcement. Further details of
these irrevocable undertakings (including the circumstances in which they
cease to be binding) and letters of intent are set out in Appendix 3 to this
announcement.

Information on Bidco, Ellucian, Blackstone and Vista

·    Bidco is a private limited company incorporated in England and Wales
on 2 October 2023.  Bidco is a newly-formed vehicle indirectly owned by
Ellucian Company L.P.. Bidco was formed for the purposes of the Acquisition
and has not traded since its date of incorporation, nor has it entered into
any obligations other than in connection with the Acquisition.

·    Ellucian is a provider of modern, cloud-ready technology solutions
and services serving the tertiary education community and is headquartered in
the United States. From student recruitment to workforce analytics; from
fundraising opportunities to alumni engagement; Ellucian's comprehensive suite
of data-rich tools gives colleges and universities the information they need
to achieve their goals efficiently and effectively, while also reducing risk.
Working with a community of more than 2,900 customers in over 50 countries,
Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its
comprehensive tertiary education business acumen and suite of services,
Ellucian guides its customers through manageable, sustainable digital
transformation - so that every type of institution and student can thrive in
today's fast-changing landscape.

·    In 2021, the business was acquired by funds managed by Blackstone
Inc. (NYSE: BX) ("Blackstone") and Vista Equity Partners Management, LLC
("Vista"). Blackstone and Vista invested in Ellucian through their respective
long-term private equity strategies, which hold investments for longer periods
than traditional private equity.

·    Blackstone is one of the world's leading investment firms. Blackstone
seeks to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which we work.
Blackstone do this by using extraordinary people and flexible capital to help
companies solve problems. Blackstone's $1.001 trillion in assets under
management as of 30 June 2023 include investment vehicles focused on private
equity, real estate, public debt and equity, life sciences, growth equity,
opportunistic, non-investment grade credit, real assets and secondary funds,
all on a global basis. Further information is available at www.blackstone.com
(http://www.blackstone.com/) .

·    Vista is a leading global investment firm with more than $100 billion
in assets under management as of 30 June 2023. The firm invests in enterprise
software, data and technology-enabled organizations across private equity,
permanent capital, credit and public equity strategies, bringing an approach
that prioritizes creating enduring market value for the benefit of its global
ecosystem of investors, companies, customers and employees. Vista's
investments are anchored by a sizable long-term capital base, experience in
structuring technology-oriented transactions and proven, flexible management
techniques that drive sustainable growth. Vista believes the transformative
power of technology is key to an even better future - a healthier planet, a
smarter economy, a diverse and inclusive community and a broader path to
prosperity. Further information is available at www.vistaequitypartners.com
(http://www.vistaequitypartners.com/) .

Information on Tribal

·    Tribal is a leading provider of education software and services.

·    Its portfolio of on-premise and cloud-based software products
includes Student Information Systems, which enables education institutions to
manage the complete student lifecycle.

·    Tribal also provides a broad range of education services covering
quality assurance, peer review, benchmarking and improvement and student
surveys that provide the leading global benchmarks for student experience.

·    Working with tertiary education, schools, Government and State
bodies, training providers and employers, in over 55 countries, Tribal's
mission is to empower the world of education with products and services that
underpin student success.

Timetable and conditions

·    It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel).

·    The terms of the Acquisition will be put to Tribal Shareholders at
the Court Meeting and the General Meeting. The Court Meeting and the General
Meeting are required to enable Tribal Shareholders to consider and, if thought
fit, vote in favour of the Scheme and the Resolutions to implement the Scheme.
In order to become Effective, the Scheme must be approved by a majority in
number of Tribal Shareholders, present and voting at the Court Meeting,
whether in person or by proxy, representing 75 per cent. or more in value of
the Scheme Shares voted. In addition, a special resolution implementing the
Scheme must be passed by Tribal Shareholders representing at least 75 per
cent. of votes cast at the General Meeting.

·    The Acquisition is subject to the satisfaction or, where applicable,
waiver of the Conditions. The Conditions to the Acquisition are set out in
full in Appendix 1 to this announcement along with certain other terms; the
full terms and conditions will be provided in the Scheme Document. The
Conditions include, amongst others:

(a)  the CMA has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, responded in writing to a briefing paper that it has
no further questions in relation to the Acquisition (and has not opened an
inquiry or indicated in writing that it is still investigating whether to open
an enquiry) or, if a Phase 1 merger investigation has been opened, issued a
decision not to make a Phase 2 CMA Reference (or the applicable time period
for the CMA to issue such a decision has expired without it having done so and
without it having made a Phase 2 CMA Reference) or issued a decision to accept
undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco
and Tribal (the "CMA Condition"); and

(b)  the ACCC has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, notified Bidco in writing that it does not propose to
conduct a public review in respect of the Acquisition or given notice in
writing stating or stating to the effect that it does not propose to intervene
or seek to prevent the Acquisition whether on an unconditional basis or
conditional on the ACCC's acceptance of undertakings which are satisfactory to
Bidco and Tribal (the "ACCC Condition"); and

(c)  the Secretary of State having approved the Acquisition pursuant to the
NSI Act either by: (i) giving a final notification confirming that no further
action will be taken in relation to the Acquisition under the NSI Act; or (ii)
making a final order permitting the Acquisition to proceed either
unconditionally or subject to remedies or requirements satisfactory to Bidco
and Tribal, and such order not having been revoked or varied as at the date on
which all other Conditions (with the exception of sanction of the Scheme by
the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI
Condition").

·    In the event that the CMA refers the Acquisition to a Phase 2
investigation and/or the ACCC publishes a Statement of Issues or in the event
that remedies offered by Bidco which are satisfactory to both Bidco and
Tribal, with the aim of avoiding such an outcome, are not accepted as
sufficient by the CMA and or the ACCC, both Ellucian and Tribal jointly intend
to seek the Panel's consent to allow Ellucian to invoke the CMA Condition
and/or the ACCC Condition. In any event, if the CMA refers the Acquisition to
a Phase 2 investigation and/or the ACCC publishes a Statement of Issues,
Tribal intends to invoke the CMA Condition and/or the ACCC Condition
unilaterally, whether with or without the support of Bidco, given Tribal
considers the CMA Condition and the ACCC Condition to be material terms of the
Acquisition from the perspective of the Tribal Shareholders and, accordingly,
Tribal does not intend to implement the Scheme unless both the CMA Condition
and the ACCC Condition have been satisfied.

·    It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to Tribal
Shareholders as soon as practicable and in any event within 28 days of this
announcement (or such later time as Tribal, Bidco and the Panel agree) and the
Meetings are expected to be held shortly thereafter. Subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, the
Scheme Document will also be made available on Bidco's website at
www.ellucian.com/investors/cash-offer
(http://www.ellucian.com/investors/cash-offer) and Tribal's website at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) .

·    The Acquisition is currently expected to complete during the fourth
quarter of 2023, subject to the satisfaction or (where applicable) waiver of
the Conditions. An expected timetable of key events relating to the
Acquisition will be set out in the Scheme Document.

·    Commenting on this announcement, Richard Last, the Chairman of Tribal, said:

"Having served as Chairman of Tribal for eight years, I have been delighted to
see the growth of our business and successful cloud transformation. On behalf
of the Tribal Directors, I would like to thank the management team under the
leadership of Mark Pickett and Diane McIntyre and our employees worldwide for
making Tribal the company it is today, as reflected by the valuation within
this offer. The Acquisition will create an enhanced platform which will
leverage the strengths of both businesses across the complementary geographies
in which Tribal and Ellucian operate for the benefit of our valued customers,
enabling the provision of a broader set of solutions with deeper functionality
in conjunction with improved product and support services. I believe that the
combined group will also provide opportunities for our employees to play a
significant role in delivering value for our customers".

·    Commenting on this announcement, Laura Ipsen, the President and Chief
Executive Officer of Ellucian, said:

"The Acquisition of Tribal is a compelling opportunity to acquire a diverse
and attractive suite of software and services across complementary
geographies, creating a sophisticated international provider of innovative
technologies, focused on enabling educational institutions to deliver an
exceptional student experience. We believe the R&D capabilities of the
combined business will lead to enhanced product innovation and look forward to
working with the Tribal team to support Tribal's long-standing blue chip
customer base in achieving their aspirations".

This summary should be read in conjunction with the following announcement and
the Appendices. The conditions to, and certain further terms of, the
Acquisition are set out in Appendix 1. The bases and sources for certain
financial information contained in this announcement are set out in Appendix
2. Details of undertakings received by Bidco are set out in Appendix 3.
Certain definitions and terms used in this announcement are set out in
Appendix 4.

The person responsible for arranging release of this announcement on behalf of
Tribal is Diane McIntyre, Company Secretary.

Enquiries

 Ellucian                                                                       +1 703 259 2854

 Laura Ipsen, President and Chief Executive Officer

 Jeff Dinski, Chief Strategy & Corporate Development Officer

 Jim Bennett, Chief Legal Officer

 Lindsay Stanley, Senior Director, Communications
 BofA Securities (Lead Financial Adviser to Ellucian and Bidco)                 +44 20 7628 1000

 Geoff Iles

 David Lloyd

 Jack Williams

 Douglas Solomon
 Tribal                                                                         Enquiries via Alma PR

 Richard Last, Chairman

 Mark Pickett, Chief Executive Officer

 Diane McIntyre, Chief Financial Officer
 William Blair International, Limited (Lead Financial Adviser and Rule 3        +44 20 7868 4440
 Adviser to Tribal)

 Dominic Emery

 Hanan Lee

 Tanya Sazonova

 Henry Nicholls
 Investec Bank plc (Joint Financial Adviser, NOMAD and Joint Broker to Tribal)  +44 20 7597 5970

 Virginia Bull

 Nick Prowting

 Carlo Spingardi

 Tom Brookhouse
 Singer Capital Markets Advisory LLP (Joint Broker to Tribal)                   +44 20 7496 3000

 Shaun Dobson

 Tom Salvesen

 Alex Bond
 Alma PR (PR Adviser to Tribal)                                                 +44 20 3405 0205

 Caroline Forde

 Hannah Campbell

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and
Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian
and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for
Ellucian and Bidco and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Ellucian and Bidco for providing
the protections afforded to its clients or for providing advice in connection
with the Acquisition. Neither BofA Securities, nor any of its affiliates, owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.

RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is acting
exclusively for Ellucian and Bidco and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than Ellucian and Bidco for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.

William Blair International, Limited ("William Blair"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority, is
acting exclusively for Tribal and no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Tribal for providing the protections afforded to the clients of William Blair,
or for providing advice in connection with the subject matter of this
announcement. Neither William Blair nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of William Blair in connection
with the subject matter of this announcement, any statement contained herein
or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively
for Tribal and no one else in connection with the subject matter of this
announcements and shall not be responsible to anyone other than Tribal for
providing the protections afforded to clients of Investec, nor for providing
advice in connection with the Acquisition or any matter referred to herein.
Neither Investec nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Investec in connection with the subject matter
of this announcement, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the UK by the FCA, is acting exclusively for
Tribal and no one else in connection with the subject matter of this
announcements and shall not be responsible to anyone other than Tribal for
providing the protections afforded to clients of Singer Capital Markets, nor
for providing advice in connection with the Acquisition or any matter referred
to herein. Neither Singer Capital Markets nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with the subject matter of this announcement, any
statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Tribal in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Acquisition to Tribal Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Tribal Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by applicable
law and regulation), the Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).

Notice to U.S. Tribal Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the U.S.
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules. The
financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Tribal Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Tribal are
located in a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Tribal
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Tribal Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, BofA Securities will continue to act as an exempt principal
trader in Tribal shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Tribal Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

Forward-Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Tribal contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Tribal
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Tribal (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
Tribal's, any member of the Bidco Group's or any member of the Tribal Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal
Group's business.

Although Bidco and Tribal believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Tribal can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and
Tribal operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Bidco and
Tribal operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor Tribal, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Tribal Group, there may be additional
changes to the Tribal Group's operations. As a result, and given the fact that
the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Tribal is under any obligation, and Bidco and Tribal expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
www.ellucian.com/investors/cash-offer and Tribal's website at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference or forms part of this
announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Tribal for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Tribal.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Tribal Shareholders,
persons with information rights and participants in Tribal Share Plans may
request a hard copy of this announcement by contacting Tribal's registrars,
Link Group, during business hours on 0371 664 0321 (or +44 (0) 371 664 0321 if
calling from outside the UK)  or at Central Square, 29 Wellington Street,
Leeds LS1 4DL.For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form. Calls made to
Link Group are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales).  Please note that
Link Group cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Tribal Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Tribal may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Tribal confirms that, as at
the date of this announcement, it had in issue 212,221,746 ordinary shares of
5 pence each. Tribal does not hold any ordinary shares in treasury. The ISIN
for the ordinary shares is GB0030181522.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of Ellucian will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the AIM Rules and the Registrar of Companies.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

5 October 2023

RECOMMENDED CASH OFFER

for

Tribal Group plc

by

Tiger Bidco 1 Ltd

(a newly formed company indirectly owned by Ellucian Company L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

1          Introduction

The boards of directors of Bidco and Tribal are pleased to announce that they
have reached agreement on the terms and conditions of a recommended all cash
offer to be made by Bidco for the entire issued, and to be issued, ordinary
share capital of Tribal.

It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel). The Conditions to the Acquisition
are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each Tribal
Shareholder will be entitled to receive:

for each Tribal Share: 74 pence in cash

The Acquisition price per Tribal Share represents a premium of approximately:

·    69.61 per cent. to the volume-weighted average price of 43.63 pence
per Tribal Share for the three-month period ended 5 October 2023 (as at close
of the AIM market operated by the London Stock Exchange on the date of this
announcement);

·    80.37 per cent. to the volume-weighted average price of 41.03 pence
per Tribal Share for the six-month period ended 5 October 2023 (as at close of
the AIM market operated by the London Stock Exchange on the date of this
announcement); and

·    41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share
on 5 October 2023 (as at close of the AIM market operated by the London Stock
Exchange on the date of this announcement).

The Acquisition values Tribal's entire issued, and to be issued, ordinary
share capital at approximately £159,465,707 on a fully diluted basis and
implies an enterprise value of £172,345,707.

If the Acquisition does not become Effective on or before 31 December 2023,
Ellucian and Tribal have agreed that Tribal shall be entitled to announce,
declare and pay the Permitted Dividend with no reduction in the consideration
payable under the terms of the Acquisition.

The Tribal Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre‑emption
and any other interests of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid with a record date on or after the Scheme
Record Time.

If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in
respect of the Tribal Shares (other than a Permitted Dividend), Bidco reserves
the right to reduce the consideration payable under the terms of the
Acquisition for the Tribal Shares by an amount up to the aggregate amount of
such dividend and/or distribution and/or other return of capital or value, in
which case any reference in this announcement to the consideration payable
under the terms of the Acquisition will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Acquisition. In such
circumstances, Tribal Shareholders would be entitled to retain any such
dividend, distribution and/or other return of capital or value.

3          Recommendation

The Tribal Directors, who have been so advised by William Blair as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice, William Blair has taken into
account the commercial assessments of the Tribal Directors. William Blair is
providing independent financial advice to the Tribal Directors for the
purposes of Rule 3 of the Takeover Code.

Accordingly, the Tribal Directors intend to recommend unanimously that Tribal
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting as the Tribal Directors who
hold Tribal Shares have irrevocably undertaken to do in respect of their own
beneficial holdings totalling 8,349,464 Tribal Shares (representing
approximately 3.93 per cent. of the existing issued ordinary share capital of
Tribal) as at close of the AIM market operated by the London Stock Exchange on
the date of this announcement. Further details of these undertakings,
including the circumstances in which they cease to be binding, are set out in
Appendix 3 to this announcement.

4          Background to and Reasons for the Acquisition

Ellucian believes that the Acquisition of Tribal offers an exciting
opportunity for Ellucian to combine with an attractive enterprise and resource
planning ("ERP") and customer relationship management ("CRM") software and
services provider to tertiary institutions and will deliver benefits to
Ellucian's and Tribal's customers and employees. The Acquisition enables
Ellucian to pursue its core strategy of investing in attractive markets, with
Tribal providing access to the large and important UK and South East Asian
educational markets. Tribal's platform is also designed around the academic
model and education system of the UK, providing competitive advantage across
several international geographies.

Ellucian recognises the progress Tribal has taken over the years on its
journey to transform and develop from an on-premises business into a cloud
business and views this as an opportunity to acquire a diverse and attractive
suite of software and services across complementary geographies, which will
expand the options available to both Ellucian and Tribal's customer base.
Ellucian believes that the research and development efforts of the combined
business will lead to enhanced product innovation and a broader set of modern
technology solutions for its customers, and that together the businesses would
provide improved product and support services to both sets of customers.

Ellucian believes that Tribal's strategy to deliver tertiary education
institutions and public bodies with modern solutions and tools they need to
succeed aligns well with Ellucian's strategy to become an innovative global
tertiary education technology solutions provider and a combination between
Ellucian and Tribal would be highly complementary. The combination is expected
to create a sophisticated international provider of innovative technologies
which enables institutions to deliver an exceptional student experience while
servicing a broad range of educational institutions across the major North
American and European markets as well as the rest of the world.

Ellucian intends to enhance Tribal's platform capabilities with modern
solutions and deeper functionality whilst continuing to support existing
solutions. As part of a larger privately held company, Ellucian expects Tribal
to accelerate its transformation and deliver more value to its customers.
Ellucian can leverage its extensive global network, resources, and experience
to help management, employees and the company achieve its potential.

In summary, Ellucian believes that Tribal is a business in clear alignment
with Ellucian's strategy, purpose and values, and the Acquisition is an
exciting opportunity to expand and enhance the solutions and services offered
to the tertiary education community.

5          Background to and Reasons for the Recommendation

The Tribal Directors remain confident in the standalone prospects of Tribal
and are pleased with the substantive progress made over the last few years
across its strategic priorities. The strong delivery against strategic and
operational initiatives has seen Tribal deliver robust financial and
operational performance in recent years, growth in its customer base and
continued innovation and enhancement of its product offering. The demand from
tertiary education institutions for migrating ERP and CRM solutions to the
cloud continues to grow, and Tribal is well-positioned and effective at
delivering these solutions to its customer base while maintaining strong net
retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the
Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge
offerings grew by 29%. As a result, the Tribal Directors are confident in the
future prospects of Tribal to continue to grow and deliver value to all
stakeholders.

Whilst the Tribal Directors consider the standalone prospects for Tribal to be
strong, there are clear and compelling benefits for the business presented by
the Acquisition and the Tribal Directors have determined that the offer
reflects a fair valuation for the business.

The combination of Ellucian and Tribal will create a sophisticated
international provider of innovative technologies for tertiary education
systems and public bodies, servicing a robust set of educational institutions
across North America, Europe, South America, Asia, the Middle East and Africa.
The benefits of the Acquisition are expected to include:

·    an enhanced platform providing modern solutions which will ensure
that Tribal customers receive the benefit of broader and deeper functionality,
and continued support for existing solutions;

·    improved product and support services in the UK, which will enhance
the customer experience for both Tribal and Ellucian customers; and

·    a strong employee base with in-demand skills that will enhance the
product development efforts of the combined business.

In considering the Acquisition, the Tribal Directors have given due
consideration to Ellucian's intentions in relation to management, employees
and customers of the Tribal Group as set out in this announcement.

The Tribal Directors recognise that, following the Acquisition becoming
Effective, Ellucian will work with Tribal's senior management to undertake a
detailed Evaluation (as defined below) to review Tribal's clients and
products, roles and responsibilities of its employees, operating locations and
management incentivisation arrangements. It welcomes Ellucian's intentions
with respect to the future operations of the business and its employees as
part of a larger business, as set out in this announcement, in particular
Ellucian's confirmation that it does not have any intention of making material
changes to the conditions of employment or to the balance of the skills and
functions of Tribal's employees or management. The Tribal Directors
acknowledge that, without prejudice to the foregoing, Ellucian intends to make
certain non-material changes in order to align the terms and conditions of
employment of Tribal's management and employees with those of Ellucian
personnel, to the extent appropriate and permitted by applicable law, and that
Ellucian intends to fully safeguard the existing statutory employment rights
of all of Tribal's management and employees.

The Tribal Directors acknowledge that, following the Evaluation, Ellucian may
re-allocate certain employees across functions of the combined business and
reduce headcount in certain overlapping functions. The Tribal Directors expect
that this reallocation process and any headcount reductions that might occur
will be carried out in accordance with applicable law.

The Tribal Directors are encouraged by Ellucian's recognition of Tribal's
heritage and established, international client base and the value it attaches
to Tribal's existing client relationships. It welcomes Ellucian's intentions
with respect to maintaining support for Tribal's existing offering to its
clients, in particular SITS, Callista, Ebs and Maytas, in addition to
expanding the range of solutions and partner ecosystem available for Tribal
clients.

The Tribal Directors believe that the Acquisition represents an opportunity
which results in a positive outcome for all its stakeholders, including
customers, employees and shareholders.

Accordingly, and having considered all of its strategic options in coming to
its decision, the Tribal Directors intend to unanimously recommend the offer
to Tribal Shareholders.

6          Information relating to Bidco, Ellucian, Blackstone and Vista

Bidco

Bidco is a private limited company incorporated in England and Wales on 2
October 2023.  Bidco is a newly-formed vehicle indirectly owned by Ellucian
Company L.P.. Bidco was formed for the purposes of the Acquisition and has not
traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.

The current directors of Bidco are James Dever Bennett and Harshan Bhangdia.
Further details in relation to Bidco will be contained in the Scheme Document.

Ellucian

Ellucian is a provider of modern, cloud-ready technology solutions and
services serving the tertiary education community and is headquartered in the
United States. From student recruitment to workforce analytics; from
fundraising opportunities to alumni engagement; Ellucian's comprehensive suite
of data-rich tools gives colleges and universities the information they need
to achieve their goals efficiently and effectively, while also reducing risk.
Working with a community of more than 2,900 customers in over 50 countries,
Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its
comprehensive tertiary education business acumen and suite of services,
Ellucian guides its customers through manageable, sustainable digital
transformation-so that every type of institution and student can thrive in
today's fast-changing landscape.

In 2021, the business was acquired by funds managed by Blackstone Inc. (NYSE:
BX) ("Blackstone") and Vista Equity Partners Management, LLC ("Vista").
Blackstone and Vista invested in Ellucian through their respective long-term
private equity strategies, which hold investments for longer periods than
traditional private equity.

Blackstone

Blackstone is one of the world's leading investment firms. Blackstone seeks to
create positive economic impact and long-term value for our investors, the
companies we invest in, and the communities in which we work. Blackstone do
this by using extraordinary people and flexible capital to help companies
solve problems. Blackstone's $1.001 trillion in assets under management as of
30 June 2023 include investment vehicles focused on private equity, real
estate, public debt and equity, life sciences, growth equity, opportunistic,
non-investment grade credit, real assets and secondary funds, all on a global
basis. Further information is available at www.blackstone.com
(https://www.blackstone.com/) .

Vista

Vista is a leading global investment firm with more than $100 billion in
assets under management as of 30 June 2023. The firm invests in enterprise
software, data and technology-enabled organizations across private equity,
permanent capital, credit and public equity strategies, bringing an approach
that prioritizes creating enduring market value for the benefit of its global
ecosystem of investors, companies, customers and employees. Vista's
investments are anchored by a sizable long-term capital base, experience in
structuring technology-oriented transactions and proven, flexible management
techniques that drive sustainable growth. Vista believes the transformative
power of technology is key to an even better future - a healthier planet, a
smarter economy, a diverse and inclusive community and a broader path to
prosperity. Further information is available at www.vistaequitypartners.com
(https://www.vistaequitypartners.com/) .

7          Information relating to Tribal
Tribal is a leading provider of education software and services.
Its portfolio of on-premise and cloud-based software products includes Student Information Systems, which enables education institutions to manage the complete student lifecycle.
Tribal also provides a broad range of education services covering quality assurance, peer review, benchmarking and improvement and student surveys that provide the leading global benchmarks for student experience.
Working with tertiary education, schools, Government and State bodies, training providers and employers, in over 55 countries, Tribal's mission is to empower the world of education with products and services that underpin student success.
As the Tribal Directors noted in Tribal's interim results for the six months ended 30 June 2023, the Tribal has made steady progress in the first half of the year within the core business, delivering a positive performance across both the SIS and Education Services divisions, with ARR of £51.9 million and group revenue of £43.4 million. New customers were secured across its range of software offerings and three new cloud migrations were secured from existing customers. The Tribal Directors remain confident in delivering results for 2023 in line with current Tribal Directors' expectations.
8          Irrevocable undertakings and letters of intent to vote in favour of the acquisition

As described above, Bidco has received irrevocable undertakings to vote (or,
where applicable, procure voting) in favour of the resolutions relating to the
Scheme and the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) from all of the Tribal Directors who own Tribal Shares, in respect
of their own beneficial holdings totalling 8,349,464 Tribal Shares
(representing approximately 3.93 per cent. of the existing issued ordinary
share capital of Tribal) as at close of the AIM market operated by the London
Stock Exchange on the date of this announcement. The undertakings will remain
binding in the event that a higher competing offer for Tribal is made.

Bidco has also received irrevocable undertakings to vote in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) from Oryx International Growth, LF Gresham
House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of
30,000,000 Tribal Shares in total (representing in aggregate approximately
14.14% per cent. of the existing issued ordinary share capital of Tribal) as
at close of the AIM market operated by the London Stock Exchange on the date
of this announcement

In addition, Bidco has received non-binding, revocable letters of intent to
vote in favour of the resolutions relating to the Scheme and the Acquisition
at the Meetings (or in the event that the Acquisition is implemented by an
Offer, to accept or procure acceptance of such Offer), in respect of, in
aggregate, 57,895,619 Tribal Shares (representing approximately 27.28 per
cent. of the existing issued ordinary share capital of Tribal) as at close of
the AIM market operated by the London Stock Exchange on the date of this
announcement.

In total therefore, Bidco has procured irrevocable undertakings and
non-binding, revocable letters of intent to vote in favour of the resolutions
relating to the Scheme and the Acquisition at the Meetings (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal
Shares (representing approximately 45.35 per cent. of the existing issued
ordinary share capital of Tribal) as at close of the AIM market operated by
the London Stock Exchange on the date of this announcement. Further details of
these irrevocable undertakings (including the circumstances in which they
cease to be binding) and letters of intent are set out in Appendix 3 to this
announcement.

9          Financing of the Acquisition

The cash consideration payable to Tribal Shareholders under the terms of the
Acquisition will be financed by a combination of the existing cash resources
of Ellucian and equity to be invested by the Blackstone Funds and Vista Funds.
Bidco may raise debt financing in connection with the Acquisition following
the date of this announcement.

BofA Securities, in its capacity as financial adviser to Ellucian and Bidco,
is satisfied that sufficient resources are available to Bidco to satisfy in
full the cash consideration payable to Tribal Shareholders under the terms of
the Acquisition.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

Ellucian, on behalf of Bidco, and Tribal entered into the Original
Confidentiality Agreement in relation to the Acquisition which was
subsequently superseded by the Confidentiality Agreement in relation to the
Acquisition, pursuant to which, amongst other things, Ellucian, on behalf of
Bidco has undertaken to: (i) subject to certain exceptions, keep information
relating to Tribal and the Acquisition confidential and not to disclose it to
third parties; and (ii) use such confidential information only in connection
with the Acquisition. These confidentiality obligations will remain in force
until the earlier of (a) completion of the Acquisition and (b) 20 January
2026. The Confidentiality Agreement also contains undertakings from Ellucian
and its affiliates that (a) for a period of 18 months after the date of the
Confidentiality Agreement, it will not solicit or offer to employ or engage
certain employees of the Tribal Group (subject to customary carve-outs); and
(b) should the Acquisition lapse or be withdrawn, it will not use the
confidential information to solicit certain customers of the Wider Tribal
Group other than in the ordinary and usual course of Ellucian's existing
business for a period of 18 months after the date of the lapse or withdrawal
of the Acquisition.

Clean Team Protocol

On 26 July 2023, Tribal and Ellucian entered into a Clean Team Protocol (as
further amended on 18 August 2023 and 17 September 2023) in relation to the
Acquisition which sets out how confidential information that is competitively
sensitive can be disclosed to and used by Ellucian's external legal counsel
and/or Ellucian's experts and/or specific Ellucian individuals for the
purposes of (amongst other things) due diligence in relation to the
Acquisition and obtaining the consent of competition authorities and/or
regulatory clearances in connection with the Acquisition.

11        Disclosure of interests in Tribal securities

Except for the irrevocable undertakings referred to in paragraph 8 above and
Appendix 3, as at 4 October 2023 (being the last practicable date prior to
the date of this announcement) neither Bidco, nor any of its directors, nor,
so far as Bidco is aware, any person acting in concert (within the meaning of
the Takeover Code) with it for the purposes of the Acquisition (i) had any
interest in or right to subscribe for or had borrowed or lent any Tribal
Shares or securities convertible or exchangeable into Tribal Shares, or (ii)
had any short positions in respect of relevant securities of Tribal (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, or
(iii) has borrowed or lent any relevant securities of Tribal (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which
have been either on-lent or resold, or (iv) is a party to any dealing
arrangement of the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code.

12        Directors, management, employees, pensions, research and development and locations

Strategic plans for Tribal

As set out in paragraph 4 (Background to and reasons for the Acquisition),
Ellucian believes that the Acquisition has a compelling strategic rationale.

Prior to this announcement, consistent with market practice, Ellucian has been
granted access to Tribal's senior management for the purposes of confirmatory
due diligence. However, Ellucian has not yet had access to sufficiently
detailed operational information to formulate a detailed strategy for Tribal.

Following the Acquisition becoming Effective, Ellucian intends to work with
Tribal's senior management to undertake a detailed evaluation of the Tribal
Group (the "Evaluation").  The scope of the Evaluation will include a review
of Tribal's clients and products (including opportunities to deploy Tribal's
existing offering across a broader client base), the roles and
responsibilities of its employees (including the research and development
("R&D") function), Tribal's operating locations and its management
incentivisation arrangements. Ellucian expects that the Evaluation will be
completed within approximately 6 months from the Acquisition becoming
Effective. The purpose of the Evaluation will be to validate the assumptions
underlying Ellucian's investment thesis which has been developed through the
management meetings held as part of its confirmatory due diligence review.

Clients, Products and R&D

Ellucian recognises that Tribal has an established client base
internationally, but particularly within the UK and Australia, and attaches
significant value to these existing client relationships.

Following the Acquisition becoming Effective, Ellucian intends to maintain
support for Tribal's existing offering to its clients, in particular SITS,
Callista, Ebs and Maytas. Ellucian looks forward to partnering with Tribal's
customers to unlock the full potential of their institutions.  Ellucian will
provide Tribal customers with access to innovative solutions, a vast ecosystem
of partners, and a user community of more than 45,000 that provide best
practices leading to greater institutional success and achieving better
student outcomes.

Ellucian maintains a R&D function which has a different structure to
Tribal's. As part of the Evaluation, Ellucian will seek to better understand
the structure of Tribal's R&D function and evaluate avenues for
integrating certain areas of it. As part of the Evaluation, Ellucian intends
to review Tribal's existing R&D function with a focus on optimising the
return on R&D investment by concentrating future R&D spend on higher
growth products and services, while deprioritising R&D spend on certain
legacy and non-core products and services, over the short-term. It is expected
that the removal of duplication within Ellucian and Tribal's respective
R&D functions may result in a reduction of headcount within the Tribal
Group, as discussed below. As noted above, however, Ellucian intends to
maintain support for Tribal's existing offering to its clients and such
support will not be adversely impacted by such proposed changes to the
allocation of R&D spend.

Employees and management

Ellucian attaches great importance to the skill and experience of Tribal's
management and employees and recognises the important contribution that the
management team and employees of Tribal's have made to the success of the
business. As part of the Evaluation, Ellucian intends to discuss with, and
further draw upon, Tribal management's experience to gain a full understanding
of the organisation, and the roles and responsibilities of employees within
the business.

Ellucian does not have any intention of making material changes to the
conditions of employment or to the balance of the skills and functions of the
Tribal Group's employees or management. Following the Acquisition becoming
Effective, without prejudice to the foregoing, Ellucian intends to make
certain non-material changes in order to align the terms and conditions of
employment of Tribal's management and employees with those of Ellucian
personnel, to the extent appropriate and permitted by applicable law.
Ellucian confirms that it intends to fully safeguard the existing statutory
employment rights of all of Tribal's management and employees.

Ellucian intends to continue to execute on Tribal management's ongoing general
focus on cost efficiencies. Following the Evaluation, Ellucian may re-allocate
certain employees across functions of the combined group and reduce headcount
in certain overlapping functions such as central corporate and internal
support functions (including listed company-related functions, following
Tribal ceasing to be a listed company) and the R&D function as discussed
above. This may therefore result in a change to the balance of skills and
functions of the employees and management of Tribal in those areas. Any
specific proposals will be dependent on the outcome of the Evaluation but,
based upon the due diligence carried out to date by Ellucian, Ellucian
anticipates that the reduction of headcount in certain overlapping functions
in the 12 months following the Acquisition becoming Effective will represent
less than 20 per cent. of Tribal's current employees. Any headcount reductions
will be carried out in accordance with applicable law.

It is intended that, upon the Acquisition becoming Effective, each of Tribal's
non-executive directors shall resign from his office as a director of Tribal.

Pension schemes

The Tribal Defined Benefit Pension Schemes are currently closed to the
admission of new members. It is not intended that any changes will be made to
reopen these schemes to the admission of new members.  Ellucian does not
currently intend to make any change of the benefits provided by Tribal's
defined contribution pension arrangements and intends for the employer to
continue to make contributions in line with the current arrangements.

Headquarters, locations and fixed assets

Ellucian plans to integrate Tribal's business into Ellucian following the
Acquisition becoming Effective. Noting that a majority of Tribal's employees
are engaged in hybrid and/or remote working, Ellucian is supportive of Tribal
management's objective of optimising the efficiency of its existing office
footprint. This is expected to involve, amongst other things, a
rationalisation of Tribal's operating locations (including Tribal's
headquarters), by way of non-renewal of leases upon expiry, lease exits and/or
exploring the possibility of sub-letting, with the objective of reducing
rental and lease expenses over time, in-line with Tribal's current strategy.
Ellucian expects that Tribal's UK employees and functions will be migrated to
Ellucian's existing UK office space. As part of the Evaluation, Ellucian will
review and consider the most appropriate timing and strategy for the
consolidation of Tribal's operating locations.  To the extent possible,
Ellucian intends to seek to rationalise a majority of the UK locations within
12 months of the Acquisition becoming Effective. Tribal does not have
significant fixed assets (other than premises) and Ellucian envisages no
material redeployment of the fixed assets of Tribal.

Management incentive arrangements

Following the Acquisition becoming Effective, Ellucian intends to review the
management, governance and incentive structure of Tribal. Ellucian has not
entered into, and has not had material discussions on the terms of, any form
of incentivisation arrangement with members of Tribal's management, but may
have such discussions for certain members of the Tribal management team
following the Acquisition becoming Effective.

Trading Facilities

Tribal Shares are currently traded on AIM and, as set out in paragraph 15
below, a request will be made to the London Stock Exchange to cancel the
admission to trading on AIM of the Tribal Shares, to take effect from or
shortly after the Acquisition becoming Effective. As stated in paragraph 15,
dealings in Tribal Shares will be suspended prior to the Acquisition becoming
Effective and thereafter there will be no trading facilities in relation to
Tribal Shares.

None of the statements in this paragraph 12 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.

13        Tribal Share Plans

Participants in the Tribal Share Plans will be contacted regarding the effect
of the Acquisition on their options and awards under the Tribal Share Plans
and an appropriate proposal will be made to such participants which reflects
their options and awards under the Tribal Share Plans in due course. Details
of the impact of the Scheme on each of the Tribal Share Plans and the
proposals will be set out in the Scheme Document.

14        Scheme process and conditions

The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date (or such later date as the Bidco and Tribal may, with the
consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number
of Tribal Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing 75 per cent. or more in
value of each class of the Scheme Shares held by those Tribal Shareholders;

·    the resolution(s) necessary to implement the Scheme and the
Acquisition is/are passed by the requisite majority of Tribal Shareholders at
the General Meeting;

·    the CMA has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, responded in writing to a briefing paper that it has
no further questions in relation to the Acquisition (and has not opened an
inquiry or indicated in writing that it is still investigating whether to open
an enquiry) or, if a Phase 1 merger investigation has been opened, issued a
decision not to make a Phase 2 CMA Reference (or the applicable time period
for the CMA to issue such a decision has expired without it having done so and
without it having made a Phase 2 CMA Reference) or issued a decision to accept
undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco
and Tribal (the "CMA Condition");

·    the ACCC has, as at the date on which all other Conditions (with the
exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i))
are satisfied or waived, notified Bidco in writing that it does not propose to
conduct a public review in respect of the Acquisition or given notice in
writing stating or stating to the effect that it does not propose to intervene
or seek to prevent the Acquisition whether on an unconditional basis or
conditional on the ACCC's acceptance of undertakings which are satisfactory to
Bidco and Tribal (the "ACCC Condition"); and

·    the Secretary of State having approved the Acquisition pursuant to
the NSI Act either by: (i) giving a final notification confirming that no
further action will be taken in relation to the Acquisition under the NSI Act;
or (ii) making a final order permitting the Acquisition to proceed either
unconditionally or subject to remedies or requirements satisfactory to Bidco
and Tribal, and such order not having been revoked or varied as at the date on
which all other Conditions (with the exception of sanction of the Scheme by
the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI
Condition").

·    following the Court Meeting and General Meeting and satisfaction
and/or waiver (where applicable) of the other Conditions, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by the Bidco and Tribal); and

·    following such sanction, an office copy of the Court Order is
delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of the Court Meeting and the General Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and Tribal);

·    the Sanction Hearing to approve the Scheme is not held by the 22nd
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Bidco and Tribal); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date (or such later date as Bidco and Tribal may, with the consent of the
Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement
is not capable of being satisfied by the date specified therein, Bidco shall
make an announcement through a Regulatory Information Service as soon as
practicable and, in any event, by not later than 7.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
Tribal, specified a new date by which that Condition must be satisfied.
However, if the CMA refers the Acquisition to a Phase 2 investigation and/or
the ACCC publishes a Statement of Issues Tribal intends to invoke the CMA
Condition and/or ACCC Condition unilaterally whether with or without the
support of Bidco given Tribal considers the CMA Condition and the ACCC
Condition to be material terms of the Acquisition from the perspective of the
Tribal Shareholders and, accordingly, Tribal does not intend to implement the
Scheme unless both the CMA Condition and the ACCC Condition have been
satisfied.

Once the necessary approvals from Tribal Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of the Court Order to the Registrar of Companies. Subject to the
satisfaction of the Conditions, the Scheme is expected to become Effective
during the fourth quarter of 2023.

Upon the Scheme becoming Effective: (i) it will be binding on all Tribal
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of Tribal
Shares will cease to be valid and entitlements to Tribal Shares held within
the CREST system will be cancelled. In accordance with the applicable
provisions of the Takeover Code, the consideration for the transfer of the
Scheme Shares to Bidco will be despatched no later than 14 days after the
Effective Date.

Any Tribal Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The resolution(s) to be proposed at the General Meeting
will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Tribal Shares issued after the Scheme
Record Time (other than to Bidco and/or their nominees) to be automatically
transferred to Bidco on the same terms as the Acquisition (other than terms as
to timings and formalities). The provisions of the Articles (as amended) will
avoid any person (other than Bidco and their nominees) holding shares in the
capital of Tribal after the Effective Date.

Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document and the Forms of
Proxy accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this announcement (or such
later date as the Bidco and Tribal may, with the consent of the Panel, agree
and, if required, the Court may approve).

CMA Condition

The Acquisition is conditional on the CMA Condition and Bidco and Tribal do
not intend to implement the Acquisition without satisfaction of the CMA
Condition.

The CMA Condition, which has been included following specific negotiation
between Ellucian and Tribal, could be invoked by Bidco with the consent of the
Panel if the CMA refers the Acquisition to a Phase 2 investigation or in the
event that remedies offered by Bidco which are satisfactory to both Bidco and
Tribal, with the aim of securing Phase 1 clearance, are not accepted as
sufficient by the CMA. The CMA Condition could also be invoked unilaterally by
Tribal if the CMA refers the Acquisition to a Phase 2 investigation whether
with or without the support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent
to invoke the CMA Condition if the CMA would only be satisfied by Ellucian and
Tribal undertaking remedies in the form of disposals which are unacceptable to
or not deliverable by Ellucian and Tribal, as the integrity of the proposed
Acquisition structure is an essential part of the strategic and economic
rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the CMA
Condition if the CMA refers the Acquisition to a Phase 2 investigation,
because the delays to completion of the Acquisition that would necessarily
arise would result in prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which
shares Bidco's views of the material impact of such circumstances. Tribal
considers the CMA Condition to be a material term of the Acquisition from the
perspective of the Tribal Shareholders and, accordingly, Tribal does not
intend to implement the Scheme unless the CMA Condition has been satisfied.
Tribal further intends to support any request by Bidco to seek the consent of
the Panel to invoke the CMA Condition should the aforementioned circumstances
arise, and in any event if the CMA refers the Acquisition to a Phase 2
investigation Tribal intends to invoke the CMA Condition unilaterally with or
without the support of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the
offer would be judged by the Panel by reference to the facts at the time that
the relevant circumstances arise, including the views of the board of Tribal
at the time.

ACCC Condition

The Acquisition is conditional on the ACCC Condition and Bidco and Tribal do
not intend to implement the Acquisition without satisfaction of the ACCC
Condition.

The ACCC Condition, which has been included following specific negotiation
between Ellucian and Tribal, could be invoked by Bidco with the consent of the
Panel if the ACCC publishes a Statement of Issues or in the event that
remedies offered by Bidco which are satisfactory to both Bidco and Tribal,
with the aim of securing a no objection letter, are not accepted as sufficient
by the ACCC. The ACCC Condition could also be invoked unilaterally by Tribal
if the ACCC publishes a Statement of Issues whether with or without the
support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent
to invoke the ACCC Condition if the ACCC would only be satisfied by Ellucian
and Tribal undertaking remedies in the form of disposals which are
unacceptable to or not deliverable by Ellucian and Tribal, as the integrity of
the proposed Acquisition structure is an essential part of the strategic and
economic rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the ACCC
Condition if the ACCC publishes a Statement of Issues, because the delays to
completion of the Acquisition that would necessarily arise would result in
prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which
shares Bidco's views of the material impact of such circumstances. Tribal
considers the ACCC Condition to be a material term of the Acquisition from the
perspective of the Tribal Shareholders and, accordingly, Tribal does not
intend to implement the Scheme unless the ACCC Condition has been satisfied.
Tribal further intends to support any request by Bidco to seek the consent of
the Panel to invoke the ACCC Condition should the aforementioned circumstances
arise, and in any event if the ACCC publishes a Statement of Issues Tribal
intends to invoke the ACCC Condition unilaterally with or without the support
of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the
offer would be judged by the Panel by reference to the facts at the time that
the relevant circumstances arise, including the views of the board of Tribal
at the time.

NSI Condition

The Acquisition is conditional on the NSI Condition.  Approval under the NSI
Act is a legal requirement, and so the Acquisition cannot be implemented
without satisfaction of the NSI Condition.

15        Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel
trading in Tribal Shares on AIM on or shortly after the Effective Date.

It is expected that the last day of dealings in Tribal Shares on AIM is
expected to be the Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Tribal will be re-registered as a private limited company
and for this to take effect as soon as practicable on or following the
Effective Date.

16        Documents

Copies of the following documents will be available promptly on Bidco's and
Tribal's websites, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.ellucian.com/investors/cash-offer
(https://www.ellucian.com/investors/cash-offer) and
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) respectively and in any event by
no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Original Confidentiality Agreement;

·    the Confidentiality Agreement;

·    the Clean Team Protocol;

·    the irrevocable undertakings and letters of intent referred to in
paragraph 8 above and summarised in Appendix 3 to this announcement;

·    the documents entered into for the financing of the Acquisition
referred to in paragraph 9 above; and

·    the consents from financial advisers to being named in this
announcement.

Neither the content of the website referred to in this announcement, nor any
website accessible from hyperlinks, is incorporated into or forms part of this
announcement.

17        General

Bidco reserves the right to elect (with the consent of the Panel) to implement
the acquisition of the Tribal Shares by way of an Offer as an alternative to
the Scheme. In such event, the Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to: (i) make a request to the London Stock Exchange to
cancel trading in Tribal Shares on AIM; and (ii) exercise its rights to apply
the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire
compulsorily the remaining Tribal Shares in respect of which the Offer has not
been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than
under the Scheme or any Offer, including pursuant to privately negotiated
purchases.

The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and to be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of undertakings received by Bidco are set
out in Appendix 3. Certain definitions and terms used in this announcement
are set out in Appendix 4. The formal Scheme Document will be sent to
shareholders of Tribal within 28 days of this announcement (or on such later
date as may be agreed with the Panel).

BofA Securities (as financial adviser to Bidco) and William Blair and Investec
(as joint financial advisers to Tribal) have each given and not withdrawn
their consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in which they
appear.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

Enquiries

 Ellucian                                                                       +1 703 259 2854

 Laura Ipsen, President and Chief Executive Officer

 Jeff Dinski, Chief Strategy & Corporate Development Officer

 Jim Bennett, Chief Legal Officer

 Lindsay Stanley, Senior Director, Communications
 BofA Securities (Lead Financial Adviser to Ellucian and Bidco)                 +44 20 7628 1000

 Geoff Iles

 David Lloyd

 Jack Williams

 Douglas Solomon
 Tribal                                                                         Enquiries via Alma PR

 Richard Last, Chairman

 Mark Pickett, Chief Executive Officer

 Diane McIntyre, Chief Financial Officer
 William Blair International, Limited (Lead Financial Adviser and Rule 3        +44 20 7868 4440
 Adviser to Tribal)

 Dominic Emery

 Hanan Lee

 Tanya Sazonova

 Henry Nicholls
 Investec Bank plc (Joint Financial Adviser, NOMAD and Joint Broker to Tribal)  +44 20 7597 5970

 Virginia Bull

 Nick Prowting

 Carlo Spingardi

 Tom Brookhouse
 Singer Capital Markets Advisory LLP (Joint Broker to Tribal)                   +44 20 7496 3000

 Shaun Dobson

 Tom Salvesen

 Alex Bond
 Alma PR (PR Adviser to Tribal)                                                 +44 20 3405 0205

 Caroline Forde

 Hannah Campbell

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and
Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian
and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for
Ellucian and Bidco and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Ellucian and Bidco for providing
the protections afforded to its clients or for providing advice in connection
with the Acquisition. Neither BofA Securities, nor any of its affiliates, owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.

RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is acting
exclusively for Ellucian and Bidco and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than Ellucian and Bidco for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.

William Blair International, Limited ("William Blair"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority, is
acting exclusively for Tribal and no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Tribal for providing the protections afforded to the clients of William Blair,
or for providing advice in connection with the subject matter of this
announcement. Neither William Blair nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of William Blair in connection
with the subject matter of this announcement, any statement contained herein
or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively
for Tribal and no one else in connection with the subject matter of this
announcements and shall not be responsible to anyone other than Tribal for
providing the protections afforded to clients of Investec, nor for providing
advice in connection with the Approach or any matter referred to herein.
Neither Investec nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Investec in connection with the subject matter
of this announcement, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the UK by the FCA, is acting exclusively for
Tribal and no one else in connection with the subject matter of this
announcements and shall not be responsible to anyone other than Tribal for
providing the protections afforded to clients of Singer Capital Markets, nor
for providing advice in connection with the Acquisition or any matter referred
to herein. Neither Singer Capital Markets nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with the subject matter of this announcement, any
statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Tribal in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Acquisition to Tribal Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Tribal Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by applicable
law and regulation), the Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).

Notice to U.S. Tribal Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the U.S.
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules. The
financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Tribal Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Tribal are
located in a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Tribal
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Tribal Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, BofA Securities will continue to act as an exempt principal
trader in Tribal shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Tribal Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

Forward Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Tribal contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Tribal
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Tribal (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
Tribal's, any member of the Bidco Group's or any member of the Tribal Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal
Group's business.

Although Bidco and Tribal believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Tribal can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions, changes in the
behaviour of other market participants, changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and
Tribal operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Bidco and
Tribal operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor Tribal, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Tribal Group, there may be additional
changes to the Tribal Group's operations. As a result, and given the fact that
the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Tribal is under any obligation, and Bidco and Tribal expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
www.ellucian.com/investors/cash-offer
(https://www.ellucian.com/investors/cash-offer) and Tribal's website at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference or forms part of this
announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Tribal for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Tribal.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Tribal Shareholders,
persons with information rights and participants in Tribal Share Plans may
request a hard copy of this announcement by contacting Tribal's registrars,
Link Group, during business hours on 0371 664 0321 (or +44 (0) 371 664 0321 if
calling from outside the UK)  or at Central Square, 29 Wellington Street,
Leeds LS1 4DL.For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form. Calls made to
Link Group are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales).  Please note that
Link Group cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Tribal Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Tribal may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Tribal confirms that, as at
the date of this announcement, it had in issue 212,221,746 ordinary shares of
5 pence each. Tribal does not hold any ordinary shares in treasury. The ISIN
for the ordinary shares is GB0030181522.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of Ellucian will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the AIM Rules and the Registrar of Companies.

 

Appendix 1

Conditions and Further Terms of the Transaction

Part A

Conditions to the Scheme and Acquisition

1.         The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date, or such
later date (if any) as Bidco and Tribal may, with the consent of the Panel,
agree and (if required) the Court may allow.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

2.1       (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shares held by Tribal Shareholders
who are on the register of members of Tribal (or the relevant class or classes
thereof) at the Voting Record Time, present and voting, whether in person or
by proxy, at the Court Meeting and at any separate class meeting which may be
required (or any adjournment thereof), and (ii) such Court Meeting being held
on or before the 22nd day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and Tribal with the consent of the Panel (and that the
Court may approve if required));

2.2       (i) the Resolutions being duly passed at the General Meeting
(or any adjournment thereof), and (ii) such General Meeting being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date as may be agreed
between Bidco and Tribal with the consent of the Panel (and that the Court may
approve if required));

2.3       (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Bidco and
Tribal)), and (ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed between Bidco and
Tribal with the consent of the Panel (and that the Court may approve)); and

2.4       the delivery of the office copy of the Court Order to the
Registrar of Companies.

General Conditions

3.         In addition, subject as stated in Part B of this
Appendix 1, Bidco and Tribal have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:

Antitrust

3.1       the CMA has, as at the date on which all other Conditions
(with the exception of sanction of the Scheme by the Court pursuant to
Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing
paper that it has no further questions in relation to the Acquisition (and has
not opened an inquiry or indicated in writing that it is still investigating
whether to open an enquiry) or, if a Phase 1 merger investigation has been
opened, issued a decision not to make a Phase 2 CMA Reference (or the
applicable time period for the CMA to issue such a decision has expired
without it having done so and without it having made a Phase 2 CMA Reference)
or issued a decision to accept undertakings in lieu under Section 73 EA 2002
which are satisfactory to Bidco and Tribal;

3.2       the ACCC has, as at the date on which all other Conditions
(with the exception of sanction of the Scheme by the Court pursuant to
Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it
does not propose to conduct a public review in respect of the Acquisition or
given notice in writing stating or stating to the effect that it does not
propose to intervene or seek to prevent the Acquisition whether on an
unconditional basis or conditional on the ACCC's acceptance of undertakings
which are satisfactory to Bidco and Tribal.

Regulatory

3.3       the Secretary of State having approved the Acquisition
pursuant to the NSI Act either by: (i) giving a final notification confirming
that no further action will be taken in relation to the Acquisition under the
NSI Act; or (ii) making a final order permitting the Acquisition to proceed
either unconditionally or subject to remedies or requirements satisfactory to
Bidco and Tribal, and such order not having been revoked or varied as at the
date on which all other Conditions (with the exception of sanction of the
Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived;

Other Third Party clearances

3.4       no central bank, government or governmental,
quasi‑governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other similar body or person whatsoever in any jurisdiction (each a "Third
Party") having given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice and there not continuing to be outstanding any
statute, regulation, decision or order which would or might:

3.4.1      make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Tribal Group by any member of the Wider
Bidco Group void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit, or
restrain, restrict, impede, challenge, delay or otherwise interfere with the
implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or the acquisition of any shares or other
securities in, or control or management of, any member of the Wider Tribal
Group by any member of the Wider Bidco Group or require amendment of the
Scheme;

3.4.2      require, prevent or materially delay the divestiture or alter
the terms envisaged for such divestiture by any member of the Wider Bidco
Group or by any member of the Wider Tribal Group of all or any part of their
businesses, assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part thereof) to
an extent which is material in the context of the Wider Tribal Group taken as
a whole or in the context of the Acquisition;

3.4.3      impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Tribal (or any member of
the Wider Tribal Group) or on the ability of any member of the Wider Tribal
Group or any member of the Wider Bidco Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider Tribal Group to an extent which is material in the context
of the Wider Tribal Group taken as a whole or in the context of the
Acquisition;

3.4.4      other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Bidco Group or the Wider Tribal Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any member of the
Wider Tribal Group or any asset owned by any third party which is material in
the context of the Wider Tribal Group or the Wider Bidco Group, in either case
taken as a whole;

3.4.5      require, prevent or delay a divestiture by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider Tribal Group;

3.4.6      result in any member of the Wider Tribal Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Tribal
Group taken as a whole or in the context of the Acquisition;

3.4.7      impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Tribal Group to conduct,
integrate or co‑ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Bidco Group
and/or the Wider Tribal Group in a manner which is adverse and material to the
Wider Bidco Group and/or the Wider Tribal Group, in either case, taken as a
whole or in the context of the Acquisition; or

3.4.8      except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Tribal Group or any member of the Wider Bidco Group in each case in a
manner which is adverse to and material in the context of the Wider Tribal
Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Tribal Shares or
otherwise intervene having expired, lapsed, or been terminated;

3.5       other than in relation to the matters referred to in
Conditions 3.1 to 3.3, all notifications, filings or applications which are
deemed by Bidco, acting reasonably, to be necessary or reasonably considered
to be appropriate in any relevant jurisdiction having been made in connection
with the Acquisition and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all Authorisations which are deemed by Bidco,
acting reasonably, to be necessary or reasonably considered to be required in
any jurisdiction for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, Tribal by any
member of the Wider Bidco Group having been obtained on terms and in a form
reasonably satisfactory to Bidco from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Tribal Group or the Wider Bidco Group
has entered into contractual arrangements in each case where the direct
consequence of a failure to make such notification or filing or to wait for
the expiry, lapse or termination of any such waiting or other time period or
to comply with such obligation or obtain such Authorisation would be unlawful
in any relevant jurisdiction or have a material adverse effect on the Wider
Tribal Group, any member of the Bidco Group or the ability of Bidco to
implement the Scheme and all such Authorisations remaining in full force and
effect at the time at which the Scheme becomes otherwise unconditional in all
respects and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;

3.6       no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order issued and
being in effect by a court or other Third Party which has the effect of making
the Acquisition or any acquisition or proposed acquisition of any shares or
other securities or control or management of, any member of the Wider Tribal
Group by any member of the Wider Bidco Group, or the implementation of either
of them, void, voidable, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, delaying or otherwise interfering with
the completion or the approval of the Acquisition or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Tribal Group by any member of the Wider
Bidco Group;

Confirmation of absence of adverse circumstances

3.7       except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Tribal Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Bidco Group of any shares or
other securities in Tribal or because of a change in the control or management
of any member of the Wider Tribal Group or otherwise, would or might
reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider Tribal Group taken as a whole or to the
financing of the Acquisition:

3.7.1      any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider Tribal Group
being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;

3.7.2      the rights, liabilities, obligations, interests or business of
any member of the Wider Tribal Group or any member of the Wider Bidco Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Tribal Group or any
member of the Wider Bidco Group in or with any other firm or company or body
or person (or any agreement or arrangement relating to any such business or
interests) being or likely to become terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder;

3.7.3      any member of the Wider Tribal Group ceasing to be able to
carry on business under any name under which it presently carries on business
to an extent which is material in the context of the Tribal Group taken as a
whole or in the context of the Acquisition;

3.7.4      any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Tribal Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Tribal Group otherwise than in the
ordinary course of business;

3.7.5      other than in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Tribal Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen), becoming enforceable;

3.7.6      the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Tribal Group being prejudiced or adversely affected;

3.7.7      the creation or acceleration of any material liability (actual
or contingent) by any member of the Wider Tribal Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or

3.7.8      any liability of any member of the Wider Tribal Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of
the Tribal Group

3.8       except as Disclosed, no member of the Wider Tribal Group
having since 31 December 2022:

3.8.1      save as between Tribal and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries and save for the issue or transfer
out of treasury or any employee benefit trust of Tribal Shares on the exercise
of options or vesting of awards granted in the ordinary course under the
Tribal Share Plans, issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Tribal Shares out of
treasury;

3.8.2      recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to Tribal or one of its
wholly‑owned subsidiaries;

3.8.3      save as between Tribal and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so, in each case to an extent which is material in the context
of the Wider Tribal Group taken as a whole;

3.8.4      save as between Tribal and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital other than in
the ordinary course of business and to an extent which is material in the
context of the Wider Tribal Group taken as a whole;

3.8.5      issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
Tribal and its wholly‑owned subsidiaries or between such wholly‑owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.6      entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long-term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is or is likely to be materially restrictive on the business of any member of
the Wider Tribal Group to an extent which is or is reasonably likely to be
material to the Wider Tribal Group taken as a whole;

3.8.7      entered into any licence or other disposal of intellectual
property rights of any member of the Wider Tribal Group which are material in
the context of the Wider Tribal Group and outside the normal course of
business;

3.8.8      entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider Tribal Group save for salary
increases, bonuses or variations of terms in the ordinary course;

3.8.9      proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider Tribal Group which,
taken as a whole, are material in the context of the Wider Tribal Group taken
as a whole;

3.8.10    (i) (excluding the trustee of any pension scheme(s) established
by a member of the Wider Tribal Group other than Tribal itself) made, agreed
or consented to or procured any significant change to: (a) the terms of any
existing trust deeds, rules, policy or other governing documents, or entered
into or established any new trust deeds, rules, policy or other governing
documents, constituting any pension scheme or other retirement or death
benefit arrangement established for the directors, former directors, employees
or former employees of any entity in the Wider Tribal Group or their
dependants and established by a member of the Wider Tribal Group (a "Relevant
Pension Plan"); (b) the basis on which benefits accrue, pensions which are
payable or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant
Pension Plan are funded or valued; (d) the basis or rate of employer
contribution to a Relevant Pension Plan, in each case to the extent which is
material in the context of the Wider Tribal Group taken as a whole or in the
context of the Acquisition and other than as required in accordance with
applicable law; or (ii) enter into or propose to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan; or (iii) carried
out any act: (a) which would or could reasonably be expected to lead to the
commencement of the winding up of any Relevant Pension Plan; (b) which would
or is reasonably likely to create a material debt owed by an employer to any
Relevant Pension Plan; (c) which would or might accelerate any obligation on
any employer to fund or pay additional contributions to any Relevant Pension
Plan; or (d) which would, having regard to the published guidance of the
Pensions Regulator give rise directly or indirectly to a liability in respect
of a Relevant Pension Plan arising out of the operation of sections 38 and 38A
of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case
to the extent which is material in the context of the Wider Tribal Group taken
as a whole or in the context of the Acquisition and other than as required in
accordance with applicable law;

3.8.11    changed the trustee or trustee directors or other fiduciary of
any Relevant Pension Plan other than to replace a vacancy;

3.8.12    entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business which is material in the context of the Wider Tribal Group taken as a
whole or in the context of the Acquisition;

3.8.13    purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph 3.8.1 above,
made any other change to any part of its share capital to an extent which
(other than in the case of Tribal) is material in the context of the Wider
Tribal Group taken as a whole;

3.8.14    other than with respect to claims between Tribal and its wholly
owned subsidiaries (or between such subsidiaries), waived, compromised or
settled any claim otherwise than in the ordinary course of business which is
material in the context of the Wider Tribal Group taken as a whole or in the
context of the Acquisition;

3.8.15    made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;

3.8.16    (other than in respect of a member of the Wider Tribal Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed which is material in the context of the Wider Tribal Group taken as
a whole or in the context of the Acquisition;

3.8.17    been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Tribal Group taken as a
whole or in the context of the Acquisition;

3.8.18    entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition;

3.8.19    terminated or varied the terms of any agreement or arrangement
between any member of the Wider Tribal Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Tribal Group taken as a whole; or

3.8.20    taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Tribal
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;

No material adverse change

3.9       since 31 December 2022, and except as Disclosed, there having
been:

3.9.1      no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Tribal Group to an extent
which is material to the Wider Tribal Group taken as a whole or to the
financing of the Acquisition;

3.9.2      no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider Tribal Group having been threatened,
announced or instituted by or against or remaining outstanding against any
member of the Wider Tribal Group or to which any member of the Wider Tribal
Group is or may become a party (whether as claimant or defendant or otherwise)
which, in any such case, might reasonably be expected to have a material
adverse effect on the Wider Tribal Group taken as a whole, and no enquiry,
review, investigation or enforcement proceedings by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider Tribal
Group having been threatened, announced or instituted by or against, or
remaining outstanding in respect of, any member of the Wider Tribal Group
which, in any such case, might reasonably be expected to have a material
adverse effect on the Wider Tribal Group taken as a whole;

3.9.3      no contingent or other liability having arisen, increased or
become apparent which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Tribal Group to an extent which is
material to the Wider Tribal Group taken as a whole;

3.9.4      no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Tribal Group, which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which is
material and reasonably likely to have a material adverse effect on the Wider
Tribal Group taken as a whole; and

3.9.5      no member of the Wider Tribal Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Tribal Group taken as a
whole.

3.10     since 31 December 2022, except as Disclosed, Bidco not having
discovered:

3.10.1    that any financial, business or other information concerning the
Wider Tribal Group publicly announced or disclosed to any member of the Wider
Bidco Group at any time prior to the date of this announcement by or on behalf
of any member of the Wider Tribal Group or to any of their advisers is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and which is, in any case,
material in the context of the Wider Tribal Group taken as a whole or in the
context of the Acquisition;

3.10.2    that any member of the Wider Tribal Group is subject to any
liability, contingent or otherwise and which is material in the context of the
Wider Tribal Group taken as a whole; or

3.10.3    any information which affects the import of any information
disclosed to Bidco at any time prior to the date of this announcement by or on
behalf of any member of the Wider Tribal Group which is material in the
context of the Wider Tribal Group taken as a whole;

Environmental liabilities

3.11     except as Disclosed, Bidco not having discovered that, in
relation to any release, emission, accumulation, discharge, disposal or other
similar circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco‑systems, no past or present member
of the Wider Tribal Group, in a manner or to an extent which is material in
the context of the Wider Tribal Group, (i) having committed any violation of
any applicable laws, statutes, regulations, Authorisations, notices or other
requirements of any Third Party giving rise to a material liability; and/or
(ii) having incurred any material liability (whether actual or contingent) to
any Third Party; and/or (iii) being likely to incur any material liability
(whether actual or contingent), or being required, to make good, remediate,
repair, re‑instate or clean up the environment (including any property) in
each case of (i), (ii) or (iii) which such liability or requirement would be
material to the Wider Tribal Group taken as a whole;

Intellectual Property

3.12     except as Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or used by any
member of the Wider Tribal Group which would be reasonably likely to have a
material adverse effect on the Wider Tribal Group taken as a whole or is
otherwise material and adverse in the context of the Acquisition, including:

3.12.1    any member of the Wider Tribal Group losing its title to any
intellectual property material to its business, or any intellectual property
owned by the Wider Tribal Group and material to its business being revoked,
cancelled or declared invalid;

3.12.2    any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Tribal Group
to, or the validity or effectiveness of, any of its intellectual property that
is material to the business of the Wider Tribal Group; or

3.12.3    any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Tribal Group that is material to the
business of the Wider Tribal Group being terminated or varied;

Anti‑corruption and sanctions

3.13     except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider Tribal Group taken as a
whole):

3.13.1    any past or present member of the Wider Tribal Group or any
person that performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or conduct (or
omitted to take any action) in contravention of the UK Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable
anti‑corruption legislation;

3.13.2    any member of the Wider Tribal Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
(each as amended);

3.13.3    any past or present member of the Wider Tribal Group has engaged
in any activity or business with, or made any investments in, or made any
payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction;

3.13.4    a member of the Tribal Group has engaged in a transaction which
would cause the Bidco Group to be in breach of any law or regulation on
completion of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM Treasury &
Customs or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the European Union
or any of its member states; or

No criminal property

3.14     except as Disclosed, Bidco not having discovered that any asset
of any member of the Wider Tribal Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).

 

 

Part B

Further terms of the Acquisition

1.         Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i),
2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii),
2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with Tribal to
extend the relevant deadline. However, if the CMA refers the Acquisition to a
Phase 2 investigation and/or the ACCC publishes a Statement of Issues, Tribal
intends to invoke the CMA Condition and/or the ACCC Condition unilaterally
whether with or without the support of Bidco given Tribal considers the CMA
Condition and the ACCC Condition to be material terms of the Acquisition from
the perspective of the Tribal Shareholders and, accordingly, Tribal does not
intend to implement the Scheme unless both the CMA Condition and the ACCC
Condition have been satisfied.

2.         Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.

3.         Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4 Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to Bidco in
the context of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.

4.         Condition 1 (subject to Rule 12 of the Takeover Code),
Conditions 2.1(i), 2.2(i), 2.3(i) and 2.4 in Part A of Appendix 1 above,
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5.         Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Bidco.

6.         If the Panel requires Bidco to make an offer or offers for
Tribal Shares under the provisions of Rule 9 of the Takeover Code, Bidco may
make such alterations to the Conditions as are necessary to comply with the
provisions of that Rule.

7.         Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme, subject to the
Panel's consent. In such event, such Offer will be implemented on the same
terms and conditions so far as applicable, as those which would apply to the
Scheme.

8.         The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the AIM
Rules, the provisions of the Takeover Code and the applicable requirements of
the Panel and the London Stock Exchange.

9.         Tribal Shares will be acquired by Bidco fully paid and free
from all liens, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them as at the
Effective Date, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the Acquisition becomes
Effective.

10.       If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution and/or other return of capital or
value is announced, declared, made or paid in respect of the Tribal Shares
(other than the Permitted Dividend), Bidco reserves the right to reduce the
consideration payable under the terms of the Acquisition for the Tribal Shares
by the aggregate amount of all or part of any such dividend, distribution
and/or other return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. In such
circumstances, Tribal Shareholders would be entitled to retain any such
dividend, distribution and/or return of capital or value. Any exercise by
Bidco of its rights referred to in this paragraph 10 shall be the subject of
an announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.

11.       The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.

12.       The Scheme will be governed by English law and be subject to
the jurisdiction of the Court, to the Conditions set out above and full terms
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, the AIM Rules and the Registrar of Companies.

13.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

 

 

Appendix 2

Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.

1.         The fully diluted issued ordinary share capital of
215,494,199 Tribal Shares is based on:

1.1       212,221,746 Tribal Shares in issue as at 19 September 2023
(being the latest practicable date before this announcement); plus

1.2       3,272,453 Tribal Shares which may be issued on or after the
date of this announcement pursuant to the Tribal Share Plans and share awards
as at 3 October 2023 (being the latest practicable date before this
announcement) and which includes 603,508 options that may be granted to
certain executives (including the executive Directors) of Tribal under the
Tribal Share Plans after the date of this announcement.

The figure for the fully diluted ordinary share capital stated above does not
include 282,353 of unvested options granted pursuant to the Tribal Share Plans
as at 3 October 2023 (being the latest practicable date before this
announcement) which are not scheduled for vesting until after the Long Stop
Date and which therefore, under the terms of the relevant Tribal Share Plans,
will lapse if the Scheme has become Effective by the Long Stop Date.

2.         A value of approximately £159,465,707 for the entire
issued and to be issued share capital of Tribal is based on:

2.1       an offer price of 74 pence per Tribal Share; and

2.2       Tribal's fully diluted issued ordinary share capital of
215,494,199 Tribal Shares, as set out in paragraph 1 above.

3.         The implied enterprise value for Tribal of £172,345,707 is
calculated by reference to the valuation of the Acquisition referenced in
paragraph 2 above plus reported net debt of £12,880,000 as at 30 June 2023.

4.         Unless otherwise stated, the financial information of
Tribal is extracted (without material adjustment) from the unaudited accounts
of the Tribal Group for the 6 months ended 30 June 2023.

5.         The volume-weighted average prices have been derived from
Bloomberg data and have been rounded to the nearest whole number.

6.         Certain figures included in this announcement have been
subject to rounding adjustments.

Appendix 3

Details of Irrevocable Undertakings and Letters of Intent

1.         Directors

The following Tribal Directors have given irrevocable undertakings to vote in
favour of the resolutions (including the Scheme) relating to the Acquisition
at the Meetings (or in the event that the Acquisition is implemented by way of
an Offer, to accept the Offer) in respect of their own beneficial holdings (or
those Tribal Shares over which they have control) of Tribal Shares:

 Name            Total Number of  Percentage of existing issued share capital

Tribal Shares
 Roger McDowell  3,975,726        1.87%
 Richard Last    3,095,726        1.46%
 Mark Pickett    1,263,727        0.60%
 Nigel Halkes    14,285           0.01%
 Diane McIntyre  0                0.00%

 

The irrevocable undertakings referred to in paragraph 1 above cease to be
binding on the earlier of the following occurrences (i) this announcement not
having been released by 10.00 a.m. (London time) on the date that is one
Business Day from the date of the undertaking (or such later date as Bidco and
Tribal may agree); (ii) Bidco announces, with the consent of the Panel, that
it does not intend to make or proceed with the Acquisition and no new, revised
or replacement offer or scheme is announced at the same time; (iii) the Scheme
lapses or is withdrawn in accordance with its terms and Bidco has not, by that
time, publicly announced its intention to proceed with the Acquisition by way
of an Offer; (iv) the Scheme has not become Effective by 11:59 p.m. on the
Long Stop Date (or such other time and date as agreed between Bidco and
Tribal, with the approval of the Court and/or the Panel, if required (other
than in circumstances where Bidco has, prior to such date, elected to exercise
its right to proceed by way of an Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and
such Offer has not lapsed or been withdrawn)); or (v) the date on which any
competing offer for the entire issued, and to be issued, share capital of
Tribal is declared wholly unconditional or, if proceeding by way of a scheme
of arrangement, becomes Effective.

2.         Irrevocable Undertakings from Shareholders

The following shareholders has given an irrevocable undertaking to vote in
favour of the resolutions relating to the Scheme and the Acquisition at the
Meetings in respect of their own beneficial holding of Tribal Shares:

 Name                                        Total Number of  Percentage of existing issued share capital

Tribal Shares
 LF Gresham House UK Smaller Companies Fund  4,274,910        2.01%
 Strategic Equity Capital plc                5,725,090        2.70%
 Oryx International Growth                   20,000,000       9.42%
 Total                                       30,000,000       14.14

The irrevocable undertakings given by LF Gresham House UK Smaller Companies
Fund and Strategic Equity Capital plc shall lapse and cease to have effect in
certain circumstances including (i) on the earlier of the day after the
General Meeting and 31 December 2023, (ii) if the Scheme Document is not
dispatched within 28 days of the date of this announcement, (iii) if the
Scheme lapses or is withdrawn (other than because Bidco has elected to
implement the acquisition by way of an Offer) or (iv) if a third party
announces an offer or scheme of arrangement to acquire the entire issued share
capital of Tribal at a price of not less than 77.7 pence per Tribal Share.

The irrevocable undertakings given by Oryx International Growth shall lapse
and cease to have effect in certain circumstances including (i) if the Scheme
Document is not dispatched within 28 days of the date of this announcement,
(ii) if the Scheme lapses or is withdrawn (other than because Bidco has
elected to implement the acquisition by way of an Offer), (iii) if the Scheme
has not become Effective on or before the Long Stop Date or (iv) if a third
party announces not later than noon on the 40(th) day following posting of the
Scheme Document, a firm intention to make an offer for the whole of the issued
and to be issued share capital of Tribal at a price per Tribal Share of more
than 80 pence and Bidco fails to match such price within 10 Business Days.

3.         Letters of Intent from Shareholders

The following shareholders has given a non-binding and revocable letter of
intent to vote in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings in respect of their own beneficial holding of
Tribal Shares:

 Name                                    Total Number of  Percentage of existing issued share capital

Tribal Shares
 RWC Asset Management LLP                32,244,765       15.19%
 Schroder Investment Management Limited  14,505,471       6.84%
 Gresham House Asset Management Ltd      11,145,383       5.25%
 Total                                   57,895,619       27.28%

 

 

Appendix 4

Definitions

The following definitions apply throughout this document unless the context
otherwise requires:

 "2006 Act"                                                the Companies Act 2006, as amended from time to time
 "2022 Tribal Annual Report"                               the annual report and audited accounts of the Tribal Group for the year ended
                                                           31 December 2022
 "ACCC"                                                    the Australian Competition and Consumer Commission
 "Acquisition"                                             the proposed acquisition by Bidco of the entire issued, and to be issued,

                                                         share capital of Tribal by means of the Scheme, or should Bidco so elect, by
                                                           means of an Offer and, where the context admits, any subsequent revision,
                                                           variation, extension or renewal thereof
 "AIM"                                                     means the market of that name operated by the London Stock Exchange
 "AIM Rules"                                               means the AIM Rules for Companies published by the London Stock Exchange (as
                                                           amended from time to time)
 "Articles"                                                the articles of association of Tribal from time to time
 "associated undertaking"                                  shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
                                                           and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
                                                           (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
                                                           to those regulations)
 "Authorisations"                                          authorisations, orders, grants, recognitions, confirmations, consents,
                                                           licences, clearances, certificates, permissions or approvals, in each case of
                                                           a Third Party
 "Bidco"                                                   Tiger Bidco 1 Ltd, a private limited company incorporated under the laws of
                                                           England and Wales, with its registered office at Baird House, Seebeck Place,
                                                           Knowlhill, Milton Keynes, United Kingdom, MK5 8FR, registered with company
                                                           number 15181027
 "Bidco Group"                                             Bidco and its subsidiary undertakings and where the context permits, each of
                                                           them
 "Blackstone Funds"                                        means Blackstone Core Equity Partners II L.P., Blackstone Core Equity Partners
                                                           II (Lux) SCSp and Blackstone Core Equity Partners II - GO L.P.
 "BofA Securities"                                         Merrill Lynch International
 "Business Day"                                            a day, not being a public holiday, Saturday or Sunday, on which clearing banks
                                                           in London are open for normal business
 "certificated" or "certificated form"                     in relation to a share or other security, a share or other security title to
                                                           which is recorded in the relevant register of the share or other security as
                                                           being held in certificated form (that is, not in CREST)
 "Clean Team Protocol"                                     the clean team protocol dated 26 July 2023 between Ellucian and Tribal, as
                                                           amended from time to time
 "Closing Price"                                           the closing middle market price of a Tribal Share as derived from the AIM
                                                           Appendix to the Daily Official List on any particular date
 "CMA"                                                     The Competition and Markets Authority of the United Kingdom
 "Condition(s)"                                            each of the conditions listed in Part A of Appendix 1 and any reference to a
                                                           numbered Condition shall be a reference to the Condition set out in the
                                                           paragraph of Part A of Appendix 1 bearing such number
 "Confidentiality Agreement"                               the confidentiality agreement dated 20 July 2023 between Ellucian and Tribal
 "Court"                                                   the High Court of Justice in England and Wales
 "Court Meeting"                                           the meeting of Tribal Shareholders to be convened at the direction of the
                                                           Court pursuant to Part 26 of the 2006 Act at which a resolution will be
                                                           proposed to approve the Scheme, including any adjournment thereof
 "Court Order"                                             the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
 "CREST"                                                   the relevant system (as defined in the Regulations) in respect of which
                                                           Euroclear is the operator (as defined in CREST)
 "Daily Official List"                                     the daily official list of the London Stock Exchange
 "Dealing Disclosure"                                      an announcement by a party to an offer or a person acting in concert as
                                                           required by Rule 8 of the Takeover Code
 "Disclosed"                                               the information disclosed by or on behalf of Tribal: (i) in the 2022 Tribal
                                                           Annual Report; (ii) in the Half Year Results for the six months ended 30 June
                                                           2023; (iii) in this announcement; (iv) in any other announcement to a
                                                           Regulatory Information Service prior to the publication of this announcement;
                                                           (v) fairly disclosed in writing (including via the virtual data room operated
                                                           by or on behalf of Tribal in respect of the Acquisition) or orally in meetings
                                                           and calls by Tribal management prior to the date of this announcement to Bidco
                                                           or Bidco's officers' employees, agents or advisers (in their capacity as such)
 "Disclosure Guidance and Transparency Rules"              the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
 "EA 2002"                                                 The Enterprise Act 2002
 "Effective"                                               in the context of the Acquisition: (i) if the Acquisition is implemented by
                                                           way of the Scheme, the Scheme having become effective pursuant to its terms;
                                                           or (ii) if the Acquisition is implemented by way of the Offer, the Offer
                                                           having been declared or having become unconditional in all respects in
                                                           accordance with the requirements of the Takeover Code
 "Effective Date"                                          the date on which the Acquisition becomes Effective
 "Ellucian"                                                Ellucian Company L.P.
 "Euroclear"                                               Euroclear UK & Ireland Limited
 "FCA"                                                     the Financial Conduct Authority or its successor from time to time
 "FCA Handbook"                                            the FCA's Handbook of rules and guidance as amended from time to time
 "General Meeting"                                         general meeting of Tribal Shareholders to be convened to consider and if
                                                           thought fit pass, inter alia, the Resolutions in relation to the Scheme
                                                           including any adjournments thereof
 "Investec"                                                Investec Bank plc
 "London Stock Exchange"                                   the London Stock Exchange plc or its successor
 "Long Stop Date"                                          5 April 2024 or such later date as may be agreed between Bidco and Tribal and,
                                                           if required, the Panel and the Court may allow
 "Meetings"                                                the Court Meeting and the General Meeting
 "NSI Act"                                                 National Security and Investment Act 2021
 "Offer"                                                   subject to the consent of the Panel, should the Acquisition be implemented by
                                                           way of a takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act,
                                                           the offer to be made by or on behalf of Bidco to acquire the entire issued,
                                                           and to be issued, share capital of Tribal, and, where the context admits, any
                                                           subsequent revision, variation, extension or renewal of such offer
 "Opening Position Disclosure"                             an announcement pursuant to Rule 8 of the Takeover Code containing details of
                                                           interests or short positions in, or rights to subscribe for, any relevant
                                                           securities of a party to the Acquisition
 "Original Confidentiality Agreement"                      the confidentiality agreement dated 17 April 2023 between Ellucian and Tribal
 "Overseas Shareholders"                                   holders of Scheme Shares who are resident in, ordinarily resident in, or
                                                           citizens of, jurisdictions outside the United Kingdom
 "Panel"                                                   the Panel on Takeovers and Mergers
 "Permitted Dividend"                                      means a one-off dividend of up to 0.65 pence per Tribal Share that Ellucian
                                                           and Tribal have agreed that Tribal shall be entitled to announce, declare and
                                                           pay to Tribal Shareholders with no reduction in the consideration payable
                                                           under the terms of the Acquisition (if the Acquisition does not become
                                                           Effective on or before 31 December 2023)
 "Phase 2 CMA Reference"                                   A reference pursuant to Section 22 or 33 of the EA 2002 of the Acquisition to
                                                           the chair of the CMA for a constitution of a group under Schedule 4 to the
                                                           Enterprise and Regulatory Reform Act 2013
 "PRA"                                                     Prudential Regulation Authority or its successor from time to time
 "Registrar of Companies"                                  the Registrar of Companies in England and Wales
 "Regulatory Authority"                                    any central bank, ministry, governmental, quasigovernmental (including the
                                                           European Union), supranational, statutory, regulatory or investigative body or
                                                           authority (including any national or supranational antitrust or merger control
                                                           authority, any sectoral ministry or regulator and any foreign investment
                                                           review body), national, state, municipal or local government (including any
                                                           subdivision, court, administrative agency or commission or other authority
                                                           thereof), any entity owned or controlled by them, any private body exercising
                                                           any regulatory, taxing, importing or other authority, trade agency,
                                                           association, institution or professional or environmental body in any
                                                           jurisdiction
 "Regulatory Information Service"                          a regulatory information service as defined in the FCA Handbook
 "relevant securities"                                     as the context requires, Tribal Shares, other Tribal share capital and any
                                                           securities convertible into or exchangeable for, and rights to subscribe for,
                                                           any of the foregoing
 "Resolutions"                                             the resolution(s) to be proposed at the General Meeting necessary to implement
                                                           the Scheme, including, amongst other things, a special resolution proposed in
                                                           connection with, inter alia, implementation of the Scheme and certain
                                                           amendments to be made to the articles of association of Tribal
 "Restricted Jurisdiction(s)"                              any jurisdiction where local laws or regulations may result in a significant
                                                           risk of civil, regulatory or criminal exposure if information concerning the
                                                           offer is sent or made available to Tribal Shareholders in that jurisdiction
 "Sanction Hearing"                                        the Court hearing to sanction the Scheme
 "Scheme"                                                  the proposed scheme of arrangement under Part 26 of the 2006 Act between
                                                           Tribal and the holders of the Scheme Shares, with or subject to any
                                                           modification, addition or condition approved or imposed by the Court and
                                                           agreed by Tribal and Bidco
 "Scheme Conditions"                                       means the Conditions 2.1, 2.2, 2.3 and 2.4
 "Scheme Document"                                         the document to be sent to Tribal Shareholders and persons with information
                                                           rights containing, amongst other things, the Scheme and notices of the
                                                           Meetings and proxy forms in respect of the Meetings
 "Scheme Record Time"                                      the time and date to be specified in the Scheme Document, expected to be 6.00
                                                           p.m. on the Business Day immediately following the date of the Sanction
                                                           Hearing
 "Scheme Shares"                                           all Tribal Shares: (i) in issue at the date of the Scheme Document; (ii) (if
                                                           any) issued after the date of the Scheme Document but before the Voting Record
                                                           Time; and (iii) (if any) issued at or after the Voting Record Time and before
                                                           the Scheme Record Time in respect of which the original or any subsequent
                                                           holders thereof are, or shall have agreed in writing to be, bound by the
                                                           Scheme
 "Secretary of State"                                      the Secretary of State for Business, Energy and Industrial Strategy
 "Statement of Issues"                                     a Statement of Issues pursuant to section 50 of the Australian Competition and
                                                           Consumer Act 2010 (Cth)
 "subsidiary", "subsidiary undertaking" and "undertaking"  shall be construed in accordance with the 2006 Act
 "Takeover Code"                                           the City Code on Takeovers and Mergers issued by the Panel, as amended from
                                                           time to time
 "Tribal"                                                  Tribal Group plc
 "Tribal Defined Benefit Pension Schemes"                  means the defined benefit scheme relating to the Prudential Platinum Pension
                                                           Fund and the defined benefit scheme relating to the Mercer DB Master Trust
  "Tribal Directors"                                       the directors of Tribal
 "Tribal Group"                                            Tribal and its subsidiary undertakings and where the context permits, each of
                                                           them
 "Tribal Share Plans"                                      the Tribal Long Term Incentive Plan 2018, Schedule 4 Company Share Option Plan
                                                           2017 to the Long Term Incentive Plan 2010, the Savings Related Share Option
                                                           Scheme 2019, and the Tribal Share Incentive Plan
 "Tribal Shareholder(s)"                                   holders of Tribal Shares
 "Tribal Share(s)"                                         the existing unconditionally allotted or issued and fully paid ordinary shares
                                                           of 5p each in the capital of Tribal and any further shares which are
                                                           unconditionally allotted or issued before the Scheme becomes Effective and
                                                           "Tribal Share" means any one of them
 "UK" or "United Kingdom"                                  means United Kingdom of Great Britain and Northern Ireland
 "uncertificated" or "in uncertificated form"              a share or other security title to which is recorded in the relevant register
                                                           of the share or security as being held in uncertificated form, in CREST, and
                                                           title to which, by virtue of the Regulations may be transferred by means of
                                                           CREST
 "Vista Funds"                                             means Vista Equity Partners Perennial, L.P., Vista Equity Partners Perennial
                                                           A, L.P. and Vista Equity Partners Perennial Equity, L.P.
 "Voting Record Time"                                      the time and date to be specified in the Scheme Document by reference to which
                                                           entitlement to vote on the Scheme will be determined
 "Wider Bidco Group"                                       Bidco Group and associated undertakings and any other body corporate,
                                                           partnership, joint venture or person in which Bidco and such undertakings
                                                           (aggregating their interests) have an interest of more than 30 per cent. of
                                                           the voting or equity capital or the equivalent
 "Wider Tribal Group"                                      Tribal and associated undertakings and any other body corporate, partnership,
                                                           joint venture or person in which Tribal and such undertakings (aggregating
                                                           their interests) have an interest of more than 30 per cent. of the voting or
                                                           equity capital or the equivalent (excluding, for the avoidance of doubt, Bidco
                                                           and all of its associated undertakings which are not members of the Tribal
                                                           Group)

 

References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to are London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.

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